Common use of Mandatory Shelf Registration Clause in Contracts

Mandatory Shelf Registration. (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1).

Mandatory Shelf Registration. (i) As set forth in Section 5 hereof, the Company agrees to file with the Commission as soon as reasonably practicable following the date hereof, and of the consummation of a Qualified Investment Transaction (but in no event later than February 11, 2015 the date that is one hundred eighty (180) days after the consummation of a Qualified Investment Transaction) a shelf Registration Statement on Form S-1 or such filing date, other form under the “Mandatory Shelf Filing Date”), Securities Act then available to the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis the resale of any Registrable Shares pursuant to Rule 415, of all of 415 from time to time by the Mandatory Shelf Securities Holders (the a “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its reasonable best efforts to cause the Mandatory such Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep initial filing thereof (and in any event within (i) if the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under is reviewed by the Securities Act until Commission, the earlier of (Ax) one hundred eighty (180) days following the date when all filing of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been soldand (y) ten (10) Business Days after the Company is notified by the Commission that the Commission has completed such review and is willing to declare such Shelf Registration Statement effective and (ii) if the Company is notified by the Commission that the Shelf Registration Statement is not going to be reviewed by the Commission (and not subsequently notified that the Commission has reversed its decision), twenty (B20) Business Days after the date on which Company is notified by the Non-Affiliated Holders own, in Commission that such Shelf Registration Statement will not be reviewed). Any Shelf Registration Statement shall provide for the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such resale from time to time, and pursuant to any method or combination of methods legally available (C) the date on which all of the Mandatory Shelf Securities cease including, without limitation, an Underwritten Offering, a direct sale to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus purchasers or a supplement sale through brokers or amendment to any document incorporated therein agents, which may include sales over the internet) by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)all Registrable Shares.

Mandatory Shelf Registration. (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the The Company shall use its reasonable best efforts, at its sole expense, to file with the Commission prior to the expiration of the Lock Up Period, a shelf Registration Statement on Form S-1 or such other form under the Securities Act then available to the Company providing for (a) the exchange, from time to time, of all JGWPT Holdings Common Interests held by any Stockholder other than PGHI for Class A Shares and (b) the resale, pursuant to Rule 415 under the Securities Act from time to time, of (i) such Class A Shares received upon such exchange by such Stockholders and (ii) Class A Shares received by PGHI either upon conversion of Class C Shares or upon exercise of the warrants granted by the Company to PGHI pursuant to the two Warrant Agreements, each dated as of November 14, 2013 (the “Shelf Registration Statement”). The Company will notify each such Stockholder, within five (5) business days after the date on which the Shelf Registration Statement is first filed with the Commission, of the filing. The Company will use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after such filing, subject to Section 2.6(d). The Company further agrees to prepare and file with the Commission a Registration Statement providing for such amendments and supplements to such registration statement and resalethe prospectus used in connection therewith as may be necessary to keep such registration statement effective, on a continuous or delayed basis pursuant subject to Rule 415Section 2.6(d), until all Registrable Securities included in such registration statement have been sold thereunder in accordance with the method of distribution set forth therein and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (disposition or any equivalent or successor form) Rule 144 under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor formrule). The Company shall use its reasonable efforts to cause filing of the Mandatory Shelf Registration Statement to be declared effective under will not affect the inclusion of any Registrable Securities Act by the Commission as soon as practicable after the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep the Mandatory Shelf in any other Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”)hereunder. (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1).

Mandatory Shelf Registration. (a) The Company agrees (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall to use its reasonable efforts to prepare and file a Shelf Registration Statement with the Commission SEC no later than 270 days after the closing of the Company’s Listing, subject to extension if the Company is bound by a lock-up agreement in connection with the Company’s Listing which restricts the filing of a Shelf Registration Statement in which event the Company will be required to use its reasonable efforts to file a Shelf Registration Statement within 30 days after the expiration of the lock-up period, (ii) to use its commercially reasonable efforts to cause such Shelf Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all the resale of the Mandatory Shelf Securities Registrable Shares to be declared effective by the SEC as promptly as practicable after such filing and (iii) to use commercially reasonable efforts to maintain the “Mandatory Listing for the Registrable Shares registered in such Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 . (or any equivalent or successor formb) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause maintain the Mandatory Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be declared effective under the Securities Act usable by the Commission as soon as practicable after the Mandatory Shelf Filing Date. Holders. (c) The Company shall use its commercially reasonable efforts to keep maintain the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective ’s effectiveness under the Securities 1933 Act until the earlier first to occur of (Ai) the date when such time as all of the Mandatory Shelf Securities Registrable Shares covered by such Mandatory the Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment sold pursuant to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement pursuant to Rule 144 under the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file 1933 Act and (ii) the second anniversary after the closing of the Company’s Listing. (d) Notwithstanding any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law andprovision hereof, if the Company shall file agrees to use its commercially reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies, when filed, in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a post-effective amendment material fact or omit to state a material fact required to be stated therein or necessary in order to make the Mandatory statements, in light of the circumstances under which they were made, not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, use its reasonable efforts and any supplement to cause such post-effective amendment Prospectus (as amended or supplemented from time to time), does not, when filed, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. The Company may permit securities other than Registrable Shares to be declared effective under included in the Securities Act Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as promptly as is practicable; (2required by Section 3(b) provide below, and to furnish to the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so supplement or amendment promptly after its being used or filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)SEC.

Mandatory Shelf Registration. (i) As soon as practicable following the date set forth in Section 4 hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall agrees to use its reasonable best efforts to prepare and file with the Commission as soon as reasonably practicable, but in no event later than November 3, 2006, a Registration Statement shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Company providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such registration statement) (such registration statement, of including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all of the Mandatory Shelf Securities (exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon promptly as practicable after following such filing, and for this purpose, the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts be entitled to keep consider the advice of the managing underwriter or underwriters of an initial public offering of the Common Shares which is then pending as to the effect that the effectiveness of the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under could reasonably be expected to have on the Securities Act until the earlier of (A) the date when all marketing of the Mandatory Shelf Securities covered initial public offering. Such commercially reasonable efforts shall include, without limitation, responding to any comments issued by the staff of the Commission with respect to any Registration Statement and filing any related amendment to such Registration Statement as soon as reasonably practicable after receipt of such comments. The Mandatory Shelf Registration Statement have been sold, (B) shall provide for the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such resale from time to time, and pursuant to any method or combination of methods legally available (Cincluding, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents, or a sale over the internet) by the date on which Holders of any and all of Registrable Shares. In the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to event the Mandatory Shelf Registration Statement or prepare andis not filed with the Commission by November 3, if required by applicable law2006 (the “Trigger Date”), file a supplement the Manager and/or its affiliates shall forfeit the base management fee it is entitled to receive pursuant to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit Management Agreement in respect of the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if period from and after the Company shall file a post-effective amendment to Trigger Date until the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective Statement is filed and all incentive allocations and corresponding distributions under the Securities Act as promptly as is practicable; (2) provide LP’s partnership agreement due to the Holders of Manager and/or its affiliates will be deferred from and after the Trigger Date until the Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)Registration Statement is filed.

Mandatory Shelf Registration. (ia) As The Company agrees to file with the SEC as soon as practicable reasonably practicable, but in no event later than 90 calendar days following the date hereof, and no later than February 11, 2015 (a shelf Registration Statement on Form S-3 or such filing date, other form under the “Mandatory Shelf Filing Date”), Securities Act then available to the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415, 415 from time to time by the Vatera Shareholder of any and all of Registrable Securities held by the Mandatory Shelf Securities Vatera Shareholder (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible agrees to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable SEC within 90 calendar days after the Mandatory Shelf Filing Date. initial date of filing thereof. (b) The Company shall use its commercially reasonable efforts to keep cause the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) to remain continuously effective under the Securities Act until the earlier earliest of (A) the date when sale pursuant to a registration statement of all of the Mandatory Shelf Registrable Securities covered by the Mandatory Shelf Registration Statement, (B) the sale, transfer or other disposition pursuant to Rule 144 of all of the Registrable Securities covered by the Mandatory Shelf Registration Statement, (C) such time as the Registrable Securities covered by the Mandatory Shelf Registration Statement that are not held by Affiliates of the Company are, in the opinion of counsel to the Company, eligible for resale pursuant to Rule 144 so long as the Company is current in its 1934 Act reporting, if so required by Rule 144, (D) such time as all of the Registrable Securities covered by the Mandatory Shelf Registration Statement have been sold, sold to the Company or any of its subsidiaries or (BE) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% fifth anniversary of the total number of shares of Common Stock issued and outstanding at such time, and (C) the effective date on which all of the Mandatory Shelf Securities cease to be Registration Statement. The Mandatory Shelf Registration Statement shall provide for the resale of Registrable Securities hereunder (such periodfrom time to time, and pursuant to any method or combination of methods legally available to, and requested by, the “Mandatory Shelf Effectiveness Period”)Vatera Shareholder. The Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1. (iic) Without limiting Section 3, If the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment Vatera Shareholder intends to distribute Registrable Securities under the Mandatory Shelf Registration Statement or prepare andby means of an underwritten offering, if required by applicable lawthe Vatera Shareholder will so advise the Company. In such event, file a supplement the Vatera Shareholder will have the right to select one bookrunner for the offering, provided that such bookrunner is reasonably satisfactory to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders Company. In connection with each underwritten resale of Mandatory Shelf Registrable Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to under the Mandatory Shelf Registration Statement, use its reasonable efforts to the Company shall cause such post-effective amendment there to be declared effective Full Cooperation. The Vatera Shareholder shall be entitled to no more than two underwritten offerings under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents Registration Statement; and in no event shall the Vatera Shareholder be entitled to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable request an underwritten offering until after the effectiveness under six month anniversary of the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)date hereof.

Mandatory Shelf Registration. The Company agrees to file with the SEC, in no event later the six month anniversary of the date hereof (i) As soon as practicable following provided, that if the Company is eligible to file a registration statement on Form S-3, then such filing shall be made no later than the three month anniversary of the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), a shelf registration statement on Form S-3 or such other form under the Securities Act then available to the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415, 415 from time to time by the Holders of any and all of the Mandatory Shelf Registrable Securities (including the prospectus, amendments and supplements to such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The ; provided, however, that the Company will not file a registration statement on its behalf prior to filing the Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form)Statement. The Company shall use its commercially reasonable efforts to cause the such Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission SEC as soon as reasonably practicable after the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep following such filing; provided, however, that if the Mandatory Shelf Registration Statement is not declared effective by the SEC on or prior to the nine month anniversary of the date hereof then the Company shall pay to each Investor an amount in cash equal to one and one-half percent (or any successor Shelf Registration Statement1.5%) continuously effective under the Securities Act until the earlier of (Ai) the date when all number of the Mandatory Shelf Securities covered Series A Preferred held by such Mandatory Shelf Registration Statement have been soldInvestor as of such date, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). multiplied by (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required purchase price paid by applicable law, file with the Commission a post-effective amendment to such Investor for such Series A Preferred then held; and on every monthly anniversary thereof until the Mandatory Shelf Registration Statement or prepare andis declared effective by the SEC; provided further, if required by applicable lawhowever, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, that if the Company shall file a post-effective amendment SEC, by written or oral comment or otherwise, limits the Company’s ability to request effectiveness, or prohibits the effectiveness of, the Mandatory Shelf Registration StatementStatement with respect to any or all the Registrable Securities pursuant to Rule 415, it shall not be a breach or default by the Company under this Agreement and shall not be deemed a failure by the Company to use its reasonable best efforts and no such penalty shall be due and payable. Any Mandatory Shelf Registration Statement shall provide for the resale from time to cause such post-effective amendment time, and pursuant to be declared effective under any method or combination of methods legally available (including, without limitation, an underwritten offering, a direct sale to purchasers, a sale through brokers or agents, or a sale over the Securities Act as promptly as is practicable; (2Internet) provide by the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)all Registrable Securities.

Mandatory Shelf Registration. Subject to any limitations or restrictions set forth in Section 3, at such time as the Company shall have qualified for the use of a Shelf Registration Statement, a holder of Registrable Securities shall have the right to request the registration under the Securities Act of all or any portion of their Registrable Securities for an offering on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the a “Mandatory Shelf Filing DateRegistration”). Such request for a Mandatory Shelf Registration shall specify the number of Registrable Securities requested to be included in the Mandatory Shelf Registration. Upon receipt of any such request, the Company shall use its reasonable efforts promptly (but in no event later than five Business Days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities, if any, who shall then have 10 days from the date such notice is given to notify the Company in writing of their desire to be included in such registration. The Company shall prepare and file with or confidentially submit to the Commission a Shelf Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of covering all of the Mandatory Shelf Registrable Securities (that the “holders thereof have requested to be included in such Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be within 45 days after the date on Form S-1 (or any equivalent or successor form) under which the Securities Act (or to the extent the Company initial request is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company given and shall use its commercially reasonable efforts to cause the Mandatory such Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after thereafter. Each Shelf Registration Statement shall provide for the Mandatory resale pursuant to any method or combination of methods legally available to, and requested by, the holders of Registrable Securities. After the filing of a Shelf Filing Date. The Registration Statement, and until all Registrable Securities covered by such Shelf Registration Statement have ceased to be Registrable Securities, the Company shall use its reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each ensure that such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Registration Statement remains continuously effective until all Registrable Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)registered thereby have been sold or otherwise disposed of.

Mandatory Shelf Registration. (ia) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the The Company shall use its reasonable efforts agrees to prepare and file with the Commission a Registration Statement shelf registration statement on Form S-3 or such other form under the Securities Act then available to the Company providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415, 415 from time to time by the Holders of any and all of the Mandatory Shelf Registrable Securities (including a prospectus, any amendments and supplements to such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or Company agrees to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its reasonable best efforts to cause the any Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after within 365 days following the Mandatory Shelf Filing Closing Date. . (b) The Company shall use its reasonable best efforts to keep the cause any Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) to remain continuously effective under the Securities Act until the earlier of (Ai) the date when sale pursuant to a registration statement of all of the Mandatory Shelf Registrable Securities covered by such the Mandatory Shelf Registration Statement have been soldStatement, (Bii) the date on which the Non-Affiliated Holders ownsale, in the aggregate, a number transfer or other disposition pursuant to Rule 144 of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required covered by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare and(iii) the second anniversary of the effective date of the initial Mandatory Shelf Registration Statement (subject to extension pursuant to Section 12 below); provided, if required by applicable lawhowever, file a supplement that in the event that CPPIB has the right, pursuant to Section 2 hereof, to designate at least one (1) Director, such period under this clause (iii) shall be extended for as long as CPPIB retains such right to designate at least one director. Any Mandatory Shelf Registration Statement shall provide for the related Prospectus or a supplement or amendment resale from time to time, and pursuant to any document incorporated therein by reference method or file any other required document necessary to permit combination of methods legally available to, and requested by, the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)Registrable Securities.

Mandatory Shelf Registration. (i) As soon as practicable following the date hereof, and no later than February 11July 31, 2015 2021 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after on or before the date that is ninety (90) days the Mandatory Shelf Filing Date. Date of the filing (or, in the event of a “full review” by the Commission, the date that is one hundred twenty (120) days after the date of the filing).. The Company shall use its reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities sold or cease to be Registrable Securities hereunder and (B) one (1) year after the Effective Date (such period, the “Mandatory Shelf Effectiveness Period”). The Investors agree that the Company may include for registration and resale in the Mandatory Shelf Registration Statement the shares of Common Stock that it is required to register pursuant to that certain Securities Purchase Agreement, dated as of June 18, 2020, among the Company and the purchasers party thereto. (ii) In the event that the Mandatory Shelf Registration Statement is (A) not filed on or before July 31, 2021 or (B) not declared effective on or before the date that is ninety (90) days the Mandatory Shelf Filing Date of the filing (or, in the event of a “full review” by the Commission, the date that is one hundred twenty (120) days after the date of the filing (A and B collectively, an “Event”), then after the occurrence and pendency of an Event until the Event is cured, the Company shall, upon the demand of any Holder of Mandatory Shelf Securities made within 90 days after the occurrence of such Event, pay to each such Holder an amount in cash equal to one per cent (1.0%) per month (applied ratably for partial months) of the amount paid for by such Holder for the Purchased Shares pursuant to the Placement Agreement then held by such Holder; provided that such liquidated damages shall cease to accrue in the event that Rule 144 under the Securities Act is available to you for the resale of the Purchased Shares without volume or manner restrictions. (iii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1).

Mandatory Shelf Registration. (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”)set forth in Section 4, the Company shall use its reasonable efforts agrees to prepare and file with the Commission as soon as reasonably practicable, but in no event later than 120 days following the Closing Time, (A) a Registration Statement shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Company providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Holders, other than those Holders whose shares will be offered under the FBR Mandatory Shelf Registration Statement (as defined below) pursuant to clause (B), of all of their Registrable Shares (including the Mandatory Shelf Securities (Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “"Holders Mandatory Shelf Registration Statement”). The ") and (B) a shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Company providing for the resale pursuant to Rule 415 from time to time by FBR, FBR Merchant Banking and any Holder that is associated or affiliated with FBR of all of their Registrable Shares (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the "FBR Mandatory Shelf Registration Statement"; either or both the Holders Mandatory Shelf Registration and the FBR Mandatory Shelf Registration Statement shall may be referred to herein without distinction as a "Mandatory Shelf Registration Statement"). If the Company has an effective Holders Mandatory Shelf Registration Statement on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is and becomes eligible to use Form S-3 or any equivalent such other short-form registration statement form under the Securities Act, the Company shall promptly give notice of such eligibility to the Holders covered thereby and may, or successor form or formsat the request of such Holders with a majority of such Registrable Shares shall, promptly convert such Mandatory Shelf Registration Statement on Form S-1 to a registration statement on Form S-3 or such other short-form registration statement by means of a post-effective amendment or otherwise, unless any comparable Holder with Registrable Shares under the initial Holders Mandatory Shelf Registration Statement notifies the Company within 10 Business Days of receipt of the Company notice that such conversion would interfere with its distribution of Registrable Shares already in progress and provides a reasonable explanation therefor, in which case the Company will delay the conversion of the Holders Mandatory Shelf Registration Statement for a reasonable time after receipt of the first such notice, not to exceed 30 days in the aggregate, for all Holders requesting such suspension (unless the Company, at such time as the conversion from Form S-1 to Form S-3 or successor form). The Company shall use its reasonable efforts such other short-form registration statement may occur, would otherwise be required to cause amend the Mandatory Shelf Registration Statement to be declared and require that Holders suspend sales under Section 4(i) or Section 5). If the Company has an effective FBR Mandatory Shelf Registration Statement on Form S-1 under the Securities Act by and becomes eligible to use Form S-3 or such other short-form registration statement form under the Commission as soon as practicable after Securities Act, the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts promptly give notice of such eligibility to keep the Holders covered thereby and may (unless FBR or FBR Merchant Banking reasonably objects unless the Company, at such time as the conversion from Form S-1 to Form S-3 or such other short-form registration statement may occur, would otherwise be required to amend the FBR Mandatory Shelf Registration Statement (and require that Holders suspend sales under Section 4(i) or any successor Shelf Registration Statement) continuously effective under Section 5), or at the Securities Act until the earlier request of (A) the date when all of the Mandatory Shelf Securities covered by FBR or FBR Merchant Banking shall, promptly convert such FBR Mandatory Shelf Registration Statement have been sold, (B) the date on which the NonForm S-1 to a Registration Statement on Form S-3 or such other short-Affiliated Holders own, in the aggregate, a number form registration statement by means of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)otherwise.

Mandatory Shelf Registration. Not later than the Filing Deadline, the Company shall prepare and file with the Commission an initial shelf Registration Statement on Form S-3, or equivalent if Form S-3 is unavailable to the Company (ior any successor form) As or a shelf Registration Statement on Form S-1 to the extent Form S-3 is unavailable to register all Registrable Securities, covering the resale by the Investors of all of the Registrable Securities held by the Investors, so as to permit the resale of such Registrable Securities by the Investors under Rule 415 under the Securities Act on a delayed or continuous basis at then prevailing market prices or at privately negotiated prices or as otherwise permitted by law (the “Initial Registration Statement”). Such initial Registration Statement shall name any Investor requesting inclusion therein (it being acknowledged and agreed that the Investors as of the date hereof request inclusion in the Initial Registration Statement) as a selling shareholder and provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, the Investors named therein. The Company shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective by the Commission as promptly as practicable, and in any event not later than by the Effectiveness Deadline. In the event the Company files a Registration Statement on Form S-1, as soon as practicable following the date hereofCompany qualifies for, and no later than February 11is able to include all Registrable Securities on, 2015 (such filing date, the “Mandatory Shelf Filing Date”)Form S-3, the Company shall use its commercially reasonable efforts to prepare and file with (i) convert the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or and any equivalent or successor formNew Registration Statement) under the Securities Act (or to the extent the Company is eligible to use a Form S-3 Registration Statement or any equivalent or successor form or forms, on (ii) file a Form S-3 or any comparable or successor form). The Registration Statement, as the case may be, in each case, as soon as practicable; provided that the Company shall use its reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after maintain the effectiveness under of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities Act of any post-has been declared effective amendment filed pursuant to Section 2(b)(ii)(1)by the Commission.

Mandatory Shelf Registration. (i) As set forth in Section 4 hereof, the Company agrees to file with the Commission as soon as reasonably practicable following the date hereof, and of this Agreement (but in no event later than February 11the date that is one hundred and eighty (180) days after the date of this Agreement) a shelf Registration Statement on Form S-11 or such other form under the Securities Act then available to the Company providing for the resale of the Registrable Shares pursuant to Rule 415 from time to time by the Holders, 2015 including for the avoidance of doubt, any Additional Shares that are issued prior to the initial effectiveness of such Shelf Registration Statement (such filing dateregistration statement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Filing Date”), the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory such Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable. Such commercially reasonable efforts shall include, without limitation, responding to any comments issued by the staff of the Commission with respect to any Registration Statement and filing any related amendment to such Registration Statement as soon as reasonably practicable after the Mandatory Shelf Filing Datereceipt of such comments. The Company shall use its reasonable efforts to keep the Mandatory Any Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under shall provide for the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such resale from time to time, and pursuant to any method or combination of methods legally available (Cincluding, without limitation, an Underwritten Offering (provided, that such Underwritten Offering shall raise at least $25,000,000 of gross proceeds and any managing underwriter(s) thereof shall be approved by the date on which all of the Mandatory Shelf Securities cease Company, such approval not to be Registrable Securities hereunder (such periodunreasonably withheld), a direct sale to purchasers, a sale through brokers or agents, or sale over the “Mandatory Shelf Effectiveness Period”). (iiInternet) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)all Registrable Shares.

Mandatory Shelf Registration. (i) As set forth in Section 4 hereof, the Company agrees to file with the Commission as soon as reasonably practicable following but in no event later than 270 days from the date hereof, and no later than February 11, 2015 (a Shelf Registration Statement on Form S-11 or such filing date, other form under the “Mandatory Shelf Filing Date”), Securities Act then available to the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such Shelf Registration Statement) (such registration statement, of including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all of the Mandatory Shelf Securities (exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The ; provided, however, that if the Company files the IPO Registration Statement (as defined below) prior to the time the Mandatory Shelf Registration Statement is filed, the Company shall be on Form S-1 file the Mandatory Shelf Registration Statement as soon as practicable, but in no event later than (a) in the case of withdrawal or any equivalent or successor form) under abandonment of the Securities Act (or offering pursuant to the extent IPO Registration Statement, the Company date which is eligible thirty (30) days after the earlier of the withdrawal or abandonment of the offering pursuant to use Form S-3 the IPO registration Statement or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form)(b) the date ninety (90) days after the consummation of the offering pursuant to the IPO Registration Statement. The Company shall use its commercially reasonable efforts to cause the Mandatory such Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon promptly as practicable after following such filing, and for this purpose, the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts be entitled to keep consider the advice of the managing underwriter or underwriters of an initial public offering of the Common Stock which is then pending as to the effect that the effectiveness of the Shelf Registration Statement could reasonably be expected to have on the marketing of the initial public offering. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a sale through brokers or agents, or a sale over the internet) by the Holders of any and all Registrable Shares. In the event the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file is not filed with the Commission within 270 days from the date hereof (the “Trigger Date”), the Manager shall forfeit the base management fee it is entitled to receive pursuant to the Management Agreement for a post-effective amendment to period commencing from and after the Trigger Date until the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if is filed and the Company shall file a post-effective amendment defer all incentive fee payments to be paid to the Manager pursuant to the Management Agreement from and after the Trigger Date until the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as Statement is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)filed.

Mandatory Shelf Registration. (i) As soon as practicable following the date set forth in Section 4 hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its reasonable efforts agrees to prepare and file with the Commission as soon as reasonably practicable but in no event later than May 2, 2005, a shelf Registration Statement on Form S-11 or such other form under the Securities Act then available to the Company providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such shelf registration statement) (such registration statement, of including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all of the Mandatory Shelf Securities (exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory such Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to following such filing, and use commercially reasonable efforts for this purpose, the Company shall be entitled to address in each such document when so filed with consider the Commission such comments advice of the managing underwriter or underwriters of an initial public offering of the Common Stock which is then pending as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and effect that the effectiveness of the Shelf Registration Statement could reasonably be expected to have on the marketing of the initial public offering. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (3including, without limitation, an Underwritten Offering (provided, that such Underwritten Offering shall raise at least $20,000,000 of gross proceeds and provided, further, that an Underwritten Offering of Registrable Shares in connection with a primary underwritten offering by the Company shall not be required to raise any amount of gross proceeds), a direct sale to purchasers, a sale through brokers or agents, or a sale over the internet) notify by the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)and all Registrable Shares.

Mandatory Shelf Registration. (i) As soon as practicable following the date hereofEffective Date, and but in any event no later than February 11, 2015 (such filing date, 60 days after the “Mandatory Shelf Filing Effective Date”), the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement on Form S-3 providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, the resale of all of the Mandatory Shelf Registrable Securities pursuant to Rule 415 promulgated under the Securities Act (such registration statement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company and shall use its commercially reasonable efforts to cause the such Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon promptly as practicable thereafter (but in no event later than 90 days after the Effective Date); provided, however, that if on the Effective Date the Company is not eligible to use Form S-3, the Company (i) shall notify the SS Holders of such ineligibility in writing and (ii) shall, subject to Section 3.2(b), continue to be obligated to file the Mandatory Shelf Filing DateRegistration Statement if and when it becomes eligible to use Form S-3. The Company shall not, without the written consent of the Majority SS Holders, permit any securities other than the Registrable Securities to be included in the Mandatory Shelf Registration Statement. The Company shall use its commercially reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when such time as all of the Mandatory Shelf Registrable Securities covered by registered under such Mandatory Shelf Registration Statement have been sold, (B) . The Company shall notify the date on which the Non-Affiliated SS Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to when the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be has been declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)effective.

Mandatory Shelf Registration. (i) As soon as reasonably practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its commercially reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities Shares (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 S-3 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is not eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 S-1 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after the Mandatory Shelf Filing Datefiling thereof. The Company shall use its commercially reasonable efforts to keep the Mandatory Shelf Registration Statement (or and any successor Mandatory Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A1) the date when all of the Mandatory Shelf Securities Shares covered by such Mandatory Shelf Registration Statement have been sold, (B2) the date on which the Non-Affiliated Holders ownnumber of Shares owned by Xxxxxx Peak, TPR Holding Company, LLC, the sole member of Xxxxxx Peak (“TPR Holding”), and any Affiliate thereof, in the aggregate, a number of shares of Common Stock which represents represent less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C3) the date on which all of the Mandatory Shelf Securities Shares cease to be constitute Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”); provided, that any such security that ceases to be a Registrable Security under clause (2) above will again be deemed a Registrable Security if a subsequent decrease in the number of issued and outstanding shares of Common Stock results in the Holder thereof not being able to sell such securities without restriction as to volume or manner of sale pursuant to Rule 144. (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities the Shares in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities with copies of any documents to filed pursuant to Section 2(b)(ii)(12(a)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(12(a)(ii)(1).

Mandatory Shelf Registration. (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”)set forth in Section 4 of this Agreement, the Company shall use its reasonable efforts agrees to prepare and file with the Commission as soon as reasonably practicable but in no event later than April 30, 2007, a shelf Registration Statement on Form S-11 or such other form under the Securities Act then available to the Company providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such shelf registration statement) (such registration statement, of including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all of the Mandatory Shelf Securities (exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the such Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon promptly as practicable after following such filing, and for this purpose, the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts be entitled to keep consider the advice of the managing underwriter or underwriters of an initial public offering of the Common Stock which is then pending as to the effect that the effectiveness of the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under could reasonably be expected to have on the Securities Act until the earlier of (A) the date when all marketing of the Mandatory Shelf Securities covered by such initial public offering. Any Mandatory Shelf Registration Statement have been sold, (B) shall provide for the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such resale from time to time, and pursuant to any method or combination of methods legally available (C) the date on which all including, without limitation, an Underwritten Offering (provided, that such Underwritten Offering shall raise at least $20 million of the Mandatory Shelf Securities cease to be gross proceeds and provided, further, that an Underwritten Offering of Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, Shares in connection with a primary underwritten offering by the Company shallshall not be required to raise any amount of gross proceeds), as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable lawa direct sale to purchasers, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement sale through brokers or prepare andagents, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein sale over the Internet) by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)all Registrable Shares.

Mandatory Shelf Registration. (a) The Company agrees to (i) As soon as practicable file with the SEC, in no event later than two business days following the date hereof, and no later than February 11, 2015 (a shelf Registration Statement on Form S-3 or such filing date, other form under the “Mandatory Shelf Filing Date”), 1933 Act then available to the Company shall use its reasonable efforts that covers all Registrable Securities then outstanding for an offering to prepare and file with the Commission a Registration Statement providing for registration and resale, be made on a delayed or continuous or delayed basis pursuant to Rule 415, of all of 415 under the Mandatory Shelf Securities 1933 Act or any successor rule thereto (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 ) and (or any equivalent or successor formii) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its reasonable best efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission SEC as soon as practicable reasonably practical thereafter, but in no event later than 90 calendar days after the initial date of filing thereof and, with respect to any Registration Statement required pursuant to Section 1(d), the Additional Registration Deadline; provided, that, notwithstanding the foregoing, if, during the period beginning on February 14, 2018 and ending on March 16, 2018 (the “Effectiveness Grace Period”), the Mandatory Shelf Filing DateRegistration Statement has otherwise satisfied all requirements for the declaration of its effectiveness under applicable SEC regulations and the Company has not filed its Form 10-K for the fiscal year ended December 31, 2017 (the “2017 Form 10-K”), the Company shall not be in breach of its obligations under this clause (ii) for so long as the Company does not meet the conditions set forth in paragraph (c) of Rule 3-01 of Regulation S-X and uses commercially reasonable efforts to file the 2017 Form 10-K by February 28, 2018, but in no event later than the end of the Effectiveness Grace Period. The Company shall consult with the Shareholder if it intends to include in the Mandatory Shelf Registration Statement securities held by other securityholders of the Company and, if requested by the Shareholder, the Mandatory Shelf Registration Statement will not include such other securities. (b) The Company shall use its commercially reasonable efforts to keep cause the Mandatory Shelf Registration Statement to remain continuously effective until the earliest of (A) the sale pursuant to a registration statement of all of the Registrable Securities covered by the Mandatory Shelf Registration Statement, (B) the sale, transfer or other disposition pursuant to Rule 144 of all of the Registrable Securities covered by the Mandatory Shelf Registration Statement, (C) such time as all of the Registrable Securities covered by the Mandatory Shelf Registration Statement have been sold to the Company or any of its subsidiaries and (D) the fifth anniversary of the effective date of the Mandatory Shelf Registration Statement (or any successor Shelf the “Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Period”). The Mandatory Shelf Registration Statement have been sold, (B) shall provide for the date on which the Non-Affiliated Holders own, in the aggregate, a number resale of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such Registrable Securities from time to time, and (C) the date on which all pursuant to any method or combination of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such periodmethods legally available to, and requested by, the “Mandatory Shelf Effectiveness Period”)Shareholder, including an underwritten offering. The Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1. (iic) Without limiting Section 3, If the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment Shareholder intends to distribute Registrable Securities under the Mandatory Shelf Registration Statement or prepare andby means of an underwritten resale offering (an “Offering”), if required the Shareholder will so advise the Company by applicable lawwritten notice (the “Offering Notice”). In such event, file a supplement the Shareholder will have the right to select one managing underwriter for the Offering, provided that such managing underwriter is reasonably satisfactory to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if Company and the Company shall file cause there to be Full Cooperation. The Offering Notice shall specify the amount of Registrable Securities to be included in the Offering and the intended method or methods of disposition. If at the time the Shareholder provides an Offering Notice it is reasonably expected that other securityholders of the Company intend to effect an underwritten resale offering of Company securities and the underwriter for the Offering or an underwriter for the offerings to be conducted by other securityholders of the Company advise the Company that, in its reasonable opinion, the number of Registrable Securities to be sold by all securityholders of the Company is greater than the amount that can be offered without adversely affecting the marketability of the Offering (taking into consideration any intended distribution by the Prior Holders or Deerfield Holders in a post-effective amendment concurrent underwritten resale offering), including the price at which such securities can be sold, the Company will include in such Offering the maximum number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the Offering, including the price at which such securities can be sold, and shall be allocated among the Registrable Securities, Prior Holder Securities and Deerfield Holder Securities, as applicable, pro rata among the holders thereof on the basis of the number of securities so requested to be included in such Offering owned by each such holder or in such other manner as they agree. The Shareholder shall be entitled to no more than four (4) Offerings pursuant to an Offering Notice under the Mandatory Shelf Registration Statement. (d) If for any reason, despite the Company’s use of its reasonable best efforts to cause such post-effective amendment to be declared effective under include all of the Registrable Securities Act as promptly as is practicable; (2) provide in the Holders of Mandatory Shelf Securities copies of any documents to Registration Statement filed pursuant to Section 2(b)(ii)(11(a) a reasonable period above (and subject to Section 3(s) below), the SEC does not permit all of time prior the Registrable Securities to be included in, or for any other reason any Registrable Securities are not then included in, such filingRegistration Statement, and use commercially reasonable efforts to address then the Company shall prepare, and, as soon as practicable but in each such document when so filed no event later than the Additional Filing Deadline, file with the Commission such comments as such Holder SEC an additional Registration Statement covering the resale of Mandatory Shelf all Registrable Securities reasonably shall propose prior not already covered by an existing and effective Registration Statement for an offering to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed be made on a continuous basis pursuant to Section 2(b)(ii)(1)Rule 415 of the 1933 Act.

Mandatory Shelf Registration. (i) As soon as practicable following the date set forth in Section 4 hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its reasonable efforts agrees to prepare and file with the Commission concurrently with the filing of a Registration Statement registration statement for an IPO, a registration statement on Form S-11 or such other form under the Securities Act then available to the Company providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415, 415 from time to time by the Holders of any and all of the Mandatory Shelf Registrable Securities (including for the “avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such registration statement) (such registration statement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre-and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the "Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form"). The Company shall use its commercially reasonable efforts to cause the such Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon promptly as practicable after following such filing, and for this purpose, the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts be entitled to keep consider the advice of the managing underwriter or underwriters of an IPO which is then pending as to the effect that the effectiveness of the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under could reasonably be expected to have on the Securities Act until the earlier of (A) the date when all marketing of the Mandatory Shelf Securities covered by such IPO. Any Mandatory Shelf Registration Statement have been sold, (B) shall provide for the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such resale from time to time, and pursuant to any method or combination of methods legally available (C) including, without limitation, an Underwritten Offering or a sale through brokers or agents), by the date on which Holders of any and all of Registrable Securities. In the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to event the Mandatory Shelf Registration Statement or prepare andis not filed with the Commission concurrently with the filing of a registration statement for an IPO (the "Trigger Date"), if required by applicable lawGSCP (NJ), file a supplement L.P. shall forfeit the base management fee it is entitled to receive pursuant to the related Prospectus or Management Agreement for a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit period commencing from and after the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to Trigger Date until the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment Statement is filed and the Company shall defer all incentive management fee payments to be declared effective under paid to GSCP (NJ), L.P. pursuant to the Securities Act as promptly as is practicable; (2) provide Management Agreement from and after the Holders of Trigger Date until the Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)Registration Statement is filed.

Mandatory Shelf Registration. (a) The Company agrees to (i) As soon as practicable file with the SEC on the date hereof, but in no event later than two business days following the date hereof, and no later than February 11, 2015 (a shelf Registration Statement on Form S-3 or such filing date, other form under the “Mandatory Shelf Filing Date”), Securities Act then available to the Company shall use its reasonable efforts that covers all Registrable Securities then outstanding for an offering to prepare and file with the Commission a Registration Statement providing for registration and resale, be made on a delayed or continuous or delayed basis pursuant to Rule 415, of all of 415 under the Mandatory Shelf Securities Act or any successor rule thereto (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 ) and (or any equivalent or successor formii) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its reasonable best efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission SEC as soon as practicable reasonably practical thereafter, but in no event later than 90 calendar days after the initial date of filing thereof; provided, that, notwithstanding the foregoing, if, during the period beginning on February 14, 2018 and ending on March 16, 2018 (the “Effectiveness Grace Period”), the Mandatory Shelf Filing DateRegistration Statement has otherwise satisfied all requirements for the declaration of its effectiveness under applicable SEC regulations and the Company has not filed its Form 10-K for the fiscal year ended December 31, 2017 (the “2017 Form 10-K”), the Company shall not be in breach of its obligations under this clause (ii) for so long as the Company qualifies as a “Loss Corporation” within the meaning of Section 382 of the IRC and uses commercially reasonable efforts to file the 2017 Form 10-K by February 28, 2018, but in no event later than the end of the Effectiveness Grace Period. The Company shall consult with the Shareholder if it intends to include in the Mandatory Shelf Registration Statement securities held by other securityholders of the Company and, if requested by the Shareholder, the Mandatory Shelf Registration Statement will not include such other securities. (b) The Company shall use its commercially reasonable efforts to keep cause the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) to remain continuously effective under the Securities Act until the earlier earliest of (A) the date when sale pursuant to a registration statement of all of the Mandatory Shelf Registrable Securities covered by the Mandatory Shelf Registration Statement, (B) the sale, transfer or other disposition pursuant to Rule 144 of all of the Registrable Securities covered by the Mandatory Shelf Registration Statement, (C) such time as all of the Registrable Securities covered by the Mandatory Shelf Registration Statement have been sold, sold to the Company or any of its subsidiaries or (BD) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% fifth anniversary of the total number of shares of Common Stock issued and outstanding at such time, and (C) the effective date on which all of the Mandatory Shelf Securities cease to be Registration Statement. The Mandatory Shelf Registration Statement shall provide for the resale of Registrable Securities hereunder (such periodfrom time to time, and pursuant to any method or combination of methods legally available to, and requested by, the “Mandatory Shelf Effectiveness Period”)Shareholder, including an underwritten offering. The Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1. (iic) Without limiting Section 3, If the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment Shareholder intends to distribute Registrable Securities under the Mandatory Shelf Registration Statement or prepare andby means of an underwritten resale offering (an “Offering”), if required the Shareholder will so advise the Company by applicable lawwritten notice (the “Offering Notice”). In such event, file a supplement the Shareholder will have the right to select one managing underwriter for the Offering, provided that such managing underwriter is reasonably satisfactory to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if Company and the Company shall file cause there to be Full Cooperation. The Offering Notice shall specify the amount of Registrable Securities to be included in the Offering and the intended method or methods of disposition. If at the time the Shareholder provides an Offering Notice it is reasonably expected that other securityholders of the Company intend to effect an underwritten resale offering of Company securities and the underwriter for the Offering or an underwriter for the offerings to be conducted by other securityholders of the Company advise the Company that, in its reasonable opinion, the number of Registrable Securities to be sold by all securityholders of the Company is greater than the amount that can be offered without adversely affecting the marketability of the Offering (taking into consideration any intended distribution by the Prior Holders or Deerfield Holders in a post-effective amendment concurrent underwritten resale offering), including the price at which such securities can be sold, the Company will include in such Offering the maximum number of securities that in the opinion of such underwriters can be sold without adversely affecting the marketability of the Offering, including the price at which such securities can be sold, and shall be allocated among the Registrable Securities, Prior Holder Securities and Deerfield Holder Securities, as applicable, pro rata among the holders thereof on the basis of the number of securities so requested to be included in such Offering owned by each such holder or in such other manner as they agree. The Shareholder shall be entitled to no more than four (4) Offerings pursuant to an Offering Notice under the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1).

Mandatory Shelf Registration. (ia) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the The Company shall use its reasonable efforts agrees to prepare and file with the Commission SEC as soon as reasonably practicable, but in no event later than 5:30 p.m., Eastern Time on February 13, 2017 (or, if later, upon the date of the opening of the Company’s “trading window” following its 3rd quarter earnings release), a shelf Registration Statement on Form S-3 or such other form under the Securities Act then available to the Company providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Shareholders of any and all Registrable Securities, of all of which shelf Registration Statement shall be an “automatic shelf registration statement” as defined under Rule 405, to the Mandatory Shelf Securities extent the Company is eligible to file such automatic shelf Registration Statement (the “Mandatory Shelf Registration Statement”). The If the Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under is not automatically effective when filed with the Securities Act (or to the extent SEC, the Company is eligible agrees to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after SEC within 90 calendar days following the Mandatory Shelf Filing Datedate hereof. The Notwithstanding the foregoing, the Company shall use its reasonable efforts not be required to keep include in the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under Acquired Shares until such Acquired Shares are actually issued to the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been soldShareholders, (B) the date on at which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, time the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, may either file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver add such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if Acquired Shares (and the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its commercially reasonable efforts to cause such post-effective amendment to be declared effective under by the Securities Act as promptly as is practicable;SEC) or, at its option, may elect to file a separate Mandatory Shelf Registration Statement covering such Acquired Shares (which separate registration statement(s) shall be deemed a Mandatory Shelf Registration Statement for all purposes of this Agreement). (2b) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and The Company shall use its commercially reasonable efforts to address cause the Mandatory Shelf Registration Statement to remain continuously effective until the earliest of (such earliest date, the “Termination Date”): (A) such time when all of the securities constituting Registrable Securities cease to be Registrable Securities hereunder, (B) the date the Company is no longer subject to the reporting requirements of Section 13 of the 1934 Act or Section 15(d) of the 1933 Act or (C) the sixth anniversary of the effective date of the Mandatory Shelf Registration Statement. The Mandatory Shelf Registration Statement shall provide for the resale of Registrable Securities from time to time, and pursuant to any method or combination of methods legally available to, and requested by, the Shareholders. The Company will pay all Registration Expenses incurred in connection with any registration pursuant to this Section 1. (c) Subject to the provisions of this Section 1(c) and a good faith determination by the Board of Directors of the Company that it is in the best interests of the Company to suspend the use of the Mandatory Shelf Registration Statement, following the effectiveness of the Mandatory Shelf Registration Statement, the Company, by written notice to the Shareholders, may direct the Shareholders to suspend sales of Registrable Securities pursuant to the Mandatory Shelf Registration Statement for such times as the Company reasonably may determine is necessary and advisable (but in no event for more than an aggregate of one hundred eighty (180) days in any rolling twelve (12) month period, or more than ninety (90) days in any rolling one hundred eighty (180) day period), if any of the following events shall occur: (i) the Board of Directors of the Company shall have determined in good faith that (A) the offer or sale of any Registrable Securities would impede, delay or interfere with any proposed financing, offer or sale or other disposition of securities, acquisition, merger, tender offer, business combination, corporate reorganization or other material transaction involving the Company, (B) after the advice of counsel, the sale of Registrable Securities pursuant to the Mandatory Shelf Registration Statement would require disclosure of non-public information not otherwise required to be disclosed under applicable law, and (C) either (x) the Company has a bona fide business purpose for preserving the confidentiality of such transaction, (y) such disclosure would have a material adverse effect on the Company or the Company’s ability to consummate such transaction, or (z) the proposed transaction would render the Company unable to comply with SEC requirements, in each such document when so filed with case under circumstances that would make it impractical or inadvisable to cause the Commission such comments as such Holder of Mandatory Shelf Securities reasonably Registration Statement (or such filings) to become effective or to promptly amend or supplement the Registration Statement on a post-effective basis, as applicable; or (ii) the Board of Directors of the Company shall propose prior have determined in good faith that it is required by law, rule or regulation or that it is in the best interests of the Company to supplement the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any Registration Statement or file a post-effective amendment filed pursuant to the Mandatory Shelf Registration Statement in order to incorporate information into the Mandatory Shelf Registration Statement for the purpose of (1) including in the Mandatory Shelf Registration Statement any prospectus required under Section 2(b)(ii)(1)10(a)(3) of the Securities Act; (2) reflecting in the prospectus included in the Mandatory Shelf Registration Statement any facts or events arising after the effective date of the Mandatory Shelf Registration Statement (or of the most recent post-effective amendment) that, individually or in the aggregate, represent non-public material information not otherwise required to be disclosed under applicable law or otherwise constitute a fundamental change in the information set forth therein; or (3) including in the prospectus included in the Mandatory Shelf Registration Statement any material information with respect to the plan of distribution not disclosed in the Mandatory Shelf Registration Statement or any material change to such information.

Mandatory Shelf Registration. (i) As set forth in Section 4 hereof, the Company agrees to file with the Commission as soon as reasonably practicable following but in no event later than 270 days from the date hereof, and no later than February 11, 2015 (a Shelf Registration Statement on Form S-11 or such filing date, other form under the “Mandatory Shelf Filing Date”), Securities Act then available to the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such Shelf Registration Statement) (such registration statement, of including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all of exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the Mandatory Shelf Securities (the “"Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form"). The Company shall use its commercially reasonable efforts to cause the Mandatory such Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon promptly as practicable after following such filing, and for this purpose, the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts be entitled to keep consider the advice of the managing underwriter or underwriters of an initial public offering of the Common Stock which is then pending as to the effect that the effectiveness of the Shelf Registration Statement could reasonably be expected to have on the marketing of the initial public offering. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a sale through brokers or agents, or a sale over the internet) by the Holders of any and all Registrable Shares. In the event the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file is not filed with the Commission within 270 days from the date hereof (the "Trigger Date"), RCM shall forfeit the base management fee it is entitled to receive pursuant to the Management Agreement for a post-effective amendment to period commencing from and after the Trigger Date until the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if is filed and the Company shall file a post-effective amendment defer all incentive fee payments to be paid to RCM pursuant to the Management Agreement from and after the Trigger Date until the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as Statement is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)filed.

Mandatory Shelf Registration. (i) As soon as practicable following At any time on or after the date hereofthat is 270 days after the Closing Date, upon the written request (a "Notice") of any of (a) Alerian Opportunity Partners IV, L.P. ("Alerian"), (b) Swank MLP Convergence Fund, LP, Swank Investment Partners, LP, The Cushing MLP Opportunity Fund I, LP and no later than February 11The Cushing GP Strxxxxxxx Fund, 2015 LP (such filing datecollectively, "Swank") or (c) xxx Xolders of a majority of the then outstanding Registrable Securities, the “Mandatory Shelf Filing Date”), the Company Partnership shall use its reasonable efforts to prepare and file with the Commission as soon as reasonably practicable following the Notice (but in no event later than the date that is 90 days after the Notice) a shelf Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) such other form under the Securities Act (or then available to the extent Partnership providing for the Company resale of any Registrable Securities pursuant to Rule 415 from time to time by the Holders (a "Shelf Registration Statement"), provided that if the Partnership is eligible working toward the filing of a registration statement for an IPO ("IPO Registration Statement") at the time of the receipt of the Notice and the Partnership uses its commercially reasonable efforts to use Form S-3 file and actively pursues the filing of the IPO Registration Statement with the Commission, the Partnership shall not be required to file the Shelf Registration Statement with the Commission until the Partnership files the IPO Registration Statement. If the Partnership abandons or any equivalent or successor form or formsfails to actively pursue the filing of the IPO Registration Statement during this period in the reasonable judgment of Alerian and Swank, on Form S-3 or any comparable or successor form)the Partnership shall file the Shelf Registration Statement with the Commission within 60 days after receipt of written notice from Alerian and Swank. The Company Partnership shall use its commercially reasonable efforts to cause the Mandatory such Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable within 210 days after the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all initial filing of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts provided that sales pursuant to the Shelf Registration Statement shall be subject to the restrictions in Section 2(d)(iv) to the extent applicable. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available by the Holders of any and all Registrable Securities. Subject to the other provisions of this Agreement, the Partnership shall cause such post-effective amendment the Shelf Registration Statement filed pursuant to this Section 2(a)(i) to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders and that it conforms in all material respects to the requirements of the Securities Act during the entire period beginning on the date the Shelf Registration Statement is first declared effective under the Securities Act as promptly as is practicable; and ending on the date on which all Registrable Securities have ceased to be Registrable Securities (2) provide the Holders of Mandatory "Effectiveness Period"). The Partnership may exclude Registrable Shares from a Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with Registration Statement if required by the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior in order for the Commission to declare the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1).Shelf

Mandatory Shelf Registration. (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the The Company shall use its reasonable efforts has confidentially submitted to prepare and file with the Commission on July 31, 2014, a draft Shelf Registration Statement on Form S-11 providing for registration and resale, on a continuous or delayed basis the resale of any Prior Registrable Shares pursuant to Rule 415, of all 415 from time to time by the holders of the Mandatory Shelf Securities Prior Registrable Shares (the “Mandatory Shelf Registration Statement”). The Mandatory Company publicly filed with the Commission the Shelf Registration Statement, Pre-Effective Amendment No. 1 thereto and Pre-Effective Amendment No. 2 thereto on December 23, 2014, January 26, 2015 and February 17, 2015, respectively. Subject to Section 5 hereof, the Company hereby agrees to amend the Shelf Registration Statement shall be on Form S-1 (or as soon as reasonably practicable following the date of this Agreement to provide for the resale of any equivalent or successor form) under Registrable Shares pursuant to Rule 415 from time to time by the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form)Holders. The Company shall use its commercially reasonable efforts to cause the Mandatory such Shelf Registration Statement Statement, as so amended, to be declared effective under the Securities Act by the Commission as soon as practicable after the Mandatory Shelf Filing Datefiling of such pre-effective amendment (but in no event later than May 14, 2015, except as provided in Section 2(b)(iii) below). The Company shall use its reasonable efforts to keep the Mandatory Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the Holders of any and all Registrable Shares and by the holders of any and all Prior Registrable Shares. Included as Exhibit A hereto is a written notice of election and selling stockholder questionnaire in order to afford each Holder an opportunity to include in the Shelf Registration Statement all or any successor part of the Registrable Shares then held by such Holder. Each Holder desiring to include in the Shelf Registration Statement all or part of the Registrable Shares held by such Holder shall, within 10 days after the date of this Agreement, notify the Company in writing by completing, signing and delivering such notice of election and selling stockholder questionnaire to the Company, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to include in the Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1).

Mandatory Shelf Registration. (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the The Company shall use its reasonable efforts to prepare and file with the Commission SEC a Registration Statement providing for registration and resale, an offering to be made on a continuous or delayed basis pursuant to Rule 415, of 415 covering all of the Mandatory Shelf Securities Registrable Shares (the “Mandatory Shelf Registration Statement”), promptly after the Plan Effective Date but in no event later than the Filing Date and shall use its commercially reasonable best efforts to cause such Mandatory Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable thereafter (but in no event after the Effective Date). The Mandatory Shelf Registration Statement shall be on Form S-1 (or, if available, Form S-3) or any equivalent another appropriate form permitting registration of such Registrable Shares for resale by Holders in the manner or successor form) under manners reasonably designated by the Securities Act Majority Backstop Purchasers (including, without limitation, one or to the extent more underwritten offerings). Except as provided in Section 2(b), the Company is eligible shall not, without the written consent of the Majority Backstop Purchasers, permit any securities other than the Registrable Shares to use Form S-3 or be included in any equivalent or successor form or forms, on Form S-3 or any comparable or successor formShelf Registration Statement (as defined below). The Company shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after the Mandatory Shelf Filing Date. The Company shall use its reasonable best efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier earliest of (A) the date when all of on which the Mandatory Shelf Securities covered by Registrable Shares registered under such Mandatory Shelf Registration Statement have been may be sold, in the opinion of counsel to the Company, in a three-month period under Rule 144 without volume or other limits, (B) the date on which all the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at Registrable Shares registered under such time, Shelf Registration Statement have been sold and (C) two years after the date on which all such Shelf Registration Statement became effective with respect to the offer and sale of the Mandatory Registrable Shares, plus the aggregate number of days in all applicable suspension periods set forth herein (including days when such Shelf Securities cease to be Registrable Securities hereunder (such periodRegistration Statement was not effective or use thereof was suspended, including as a result of any of the “Mandatory Shelf Effectiveness Period”events specified in Section 2(d). (ii, Section 5(b) Without limiting or Section 3, the 5(d)). The Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to shall notify each Holder when the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be has been declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)effective.

Mandatory Shelf Registration. (ia) As soon promptly as practicable following after the date hereofof this Agreement, the Company agrees to file with the SEC, and no later than February 11, 2015 thereafter shall use its commercially reasonable efforts to cause to be declared effective a Shelf Registration Statement relating to the resale of the Registrable Shares by the Holders from time to time in accordance with any method or combination of methods legally available to the Holders of any and all Registrable Shares. (such filing date, the “Mandatory Shelf Filing Date”), the b) The Company shall use its commercially reasonable efforts to prepare and file with keep the Commission a Shelf Registration Statement providing continuously effective in order to permit the Prospectus forming part thereof to be usable by Holders for registration and resalea period of two years from the date the Shelf Registration Statement is declared effective by the SEC, on a continuous or delayed basis pursuant for such shorter period that will terminate when all Registrable Shares covered by the Shelf Registration Statement cease to Rule 415, of all of the Mandatory Shelf Securities be Registrable Shares (the “Mandatory Shelf Registration StatementEffectiveness Period”). The Mandatory ; provided, however, that the Effectiveness Period in respect of the Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the 1933 Act and as otherwise provided herein. (c) Notwithstanding any other provision hereof, the Company is eligible agrees to use Form S-3 its commercially reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies, when filed, in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements, in light of the circumstances under which they were made, not misleading and (iii) any equivalent Prospectus forming part of any Shelf Registration Statement, and any supplement to such Prospectus (as amended or successor form supplemented from time to time), does not, when filed, include an untrue statement of a material fact or formsomit to state a material fact necessary in order to make the statements, on Form S-3 or any comparable or successor form)in light of the circumstances under which they were made, not misleading. The Company shall use its reasonable efforts not permit any securities other than Registrable Shares to cause be included in the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after the Mandatory Shelf Filing DateStatement. The Company shall use its reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare andfurther agrees, if required by applicable lawnecessary, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit amend the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts as required by Section 3(b) below, and to cause such post-effective amendment furnish to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities Registrable Shares copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so supplement or amendment promptly after its being used or filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)SEC.

Mandatory Shelf Registration. (i) As soon Subject to Section 5 and as practicable following the date set forth in Section 4 hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall agrees to use its reasonable best efforts to prepare and file with the Commission no later than 270 days from the date hereof a Registration Statement shelf registration statement on Form S-1 or such other form under the Securities Act then available to the Company providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Holders of any and all Registrable Units (including for the avoidance of doubt any Additional Units that are issued prior to the effectiveness of such registration statement) (such registration statement, of including the Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, all of the Mandatory Shelf Securities (exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared become effective under the Securities Act by the Commission as soon promptly as practicable after following such filing, and, for this purpose, the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts be entitled to keep consider the advice of the managing underwriter or underwriters of an initial public offering of the LP Units which is then pending as to the effect that the effectiveness of the Mandatory Shelf Registration Statement (could reasonably be expected to have on the marketing of the initial public offering and, if so advised by such managing underwriter or any successor Shelf Registration Statement) continuously effective under underwriters and deemed to be in the Securities Act until best interests of the earlier of (A) Company, the date when all Company may delay the effectiveness of the Mandatory Shelf Securities covered Registration Statement. Such commercially reasonable efforts shall include, without limitation, responding to any comments issued by the staff of the Commission with respect to any Registration Statement and filing any related amendment to such Registration Statement as soon as reasonably practicable after receipt of such comments. The Mandatory Shelf Registration Statement have been sold, (B) shall provide for the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such resale from time to time, and pursuant to any method or combination of methods legally available (Cincluding, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents) by the date on which Holders of any and all Registrable Units. Any such Underwritten Offering shall be done at the sole discretion of the Mandatory Shelf Securities cease to Company, any underwriters in connection therewith shall be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, selected by the Company shall, and participation in such Underwritten Offering shall be subject to such terms and conditions as promptly as practicable during may be agreed upon by the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with Company and the Commission a post-effective amendment to underwriters. In the event the Mandatory Shelf Registration Statement or prepare andis not filed with the Commission within 270 days from the date hereof (the “Trigger Date”), if required by applicable lawthe Manager and/or its affiliates shall, file as sole and exclusive liquidated damages and not as a supplement penalty, forfeit the base management fee it is entitled to receive pursuant to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit Management Agreement in respect of the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if period from and after the Company shall file a post-effective amendment to Trigger Date until the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective Statement is filed and all incentive allocations and corresponding distributions under the Securities Act as promptly as is practicable; (2) provide LP’s partnership agreement due to the Holders of Manager and/or its affiliates will be deferred from and after the Trigger Date until the Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)Registration Statement is filed.

Mandatory Shelf Registration. (i) As soon as reasonably practicable following the date hereofSecond Closing, and no later than February 11September 30, 2015 2024 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its commercially reasonable efforts to prepare and file with the Commission SEC a registration statement of the Company (the “Mandatory Shelf Registration Statement Statement”) providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, 415 promulgated by the SEC pursuant to the Securities Act of all of the Mandatory Shelf Securities Shares issued to Purchasers pursuant to this Agreement (the “Mandatory Shelf Registration StatementSecurities”). The Mandatory Shelf Registration Statement shall be on Form S-1 S-3 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible ineligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 S-1 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission SEC as soon as practicable after the Mandatory Shelf Filing Datefiling thereof. The Company shall use its commercially reasonable efforts to keep the Mandatory Shelf Registration Statement (or and any successor Mandatory Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, and (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of each Purchaser is able to sell the Mandatory Shelf Securities cease without restriction (including any volume limitation) pursuant to be Registrable Rule 144 promulgated under the Securities hereunder Act (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, . The Company will use commercially reasonable efforts to avoid the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare andissuance of or, if required by applicable lawissued, file a supplement to obtain the related Prospectus or a supplement or amendment to withdrawal of (i) any document incorporated therein by reference or file any other required document necessary to permit order suspending the Holders effectiveness of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under or (ii) any suspension of the qualification (or exemption from qualification) of any of the Mandatory Shelf Securities Act for sale in any jurisdiction, as promptly as is reasonably practicable; . For the avoidance of doubt, the term “Mandatory Shelf Securities” shall also include (2i) provide all of the Holders Second Closing Shares, if any, issued to the Purchasers at the Second Closing and (ii) any other securities issued or issuable in respect of the Mandatory Shelf Securities copies by way of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filingstock split, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)stock dividend, distribution, recapitalization, merger, exchange or similar event.

Mandatory Shelf Registration. (ia) As soon as practicable following after the date hereof, and no later than February 11, 2015 in any event prior to the date that is sixty (such filing date, 60) days following the “Closing Date (the "Mandatory Shelf Filing Date”"), the Company shall use its reasonable efforts to prepare and file with the Commission SEC a Registration Statement providing on such form under the Securities Act then available to the Company for registration the purpose of registering under the Securities Act all of the Registrable Shares for resale by, and resalefor the account of, each Investor as an initial selling stockholder thereunder (the "Mandatory Registration Statement"). The Mandatory Registration Statement shall permit the Investors to offer and sell from time to time, on a delayed or continuous or delayed basis pursuant to Rule 415415 under the Securities Act, of any or all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form)Registrable Shares. The Company shall use its reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective as soon as practicable but in no event later than (x) the date that is ninety (90) days following the Closing Date, in the event that the Registration Statement is not reviewed by the SEC or (y) the date that is one hundred twenty (120) days following the Closing Date in the event such review takes place (the "Mandatory Effective Date") (including filing with the SEC, within three (3) Business Days of the date that the Company is notified (orally or in writing, whichever is earlier) by the SEC that the Mandatory Registration Statement will not be reviewed or will not be subject to further review, a request for acceleration of effectiveness in accordance with Rule 461 promulgated under the Securities Act by (an "Acceleration Request"), which request shall request an effective date that is within three (3) Business Days of the Commission as soon as practicable after the Mandatory Shelf Filing Datedate of such request). The Company shall use its reasonable efforts notify each Investor in writing promptly (and in any event within one (1) Business Day) after the Company's submission of an Acceleration Request to the SEC. The Company shall be required to keep the Mandatory Shelf Registration Statement continuously effective (including through the filing of any required post-effective amendments) until the earlier to occur of (i) five (5) years after the date upon which a Qualified Public Offering is consummated and (ii) with respect to any Investor, during any period when all Registrable Securities held by such Investor can be sold by such Investor in any 90-day period within the volume limitations of Rule 144; provided, that in either case such date shall be extended by the amount of time of any Suspension Period (as defined below). Thereafter, the Company shall be entitled to withdraw the Mandatory Registration Statement and, upon such withdrawal, the Investors shall have no further right to offer or sell any of the Registrable Shares pursuant to the Mandatory Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”prospectus relating thereto). (b) Notwithstanding anything in this Section 2 to the contrary, if --------- the Company shall furnish to the Investors a certificate signed by the President, Chief Executive Officer or Chief Financial Officer of the Company stating that the Board has made the good faith determination (i) that the continued use by the Investors of the Mandatory Registration Statement for purposes of effecting offers or sales of Registrable Shares pursuant thereto would require, under the Securities Act, premature disclosure in the Mandatory Registration Statement (or the Prospectus relating thereto) of material, nonpublic information concerning the Company, its business or prospects or any proposed material transaction involving the Company, (ii) Without limiting Section 3that such premature disclosure would be materially adverse to the Company, its business or prospects or any such proposed material transaction or otherwise would not be in the best interests of the Company and (iii) that it is therefore essential to suspend the use by the Investors of the Mandatory Registration Statement (and the Prospectus relating thereto), then the right of the Investors to use the Mandatory Registration Statement (and the Prospectus relating thereto) for purposes of effecting offers or sales of Registrable Shares pursuant thereto shall be suspended for a period (the "Suspension Period") not greater than fifteen (15) consecutive Business Days and with no more than two (2) such periods during any consecutive twelve (12) month period. During the Suspension Period, the Investors shall not offer or sell any Registrable Shares pursuant to or in reliance upon the Mandatory Registration Statement (or the Prospectus relating thereto). The Company shallagrees that, as promptly as practicable during the Mandatory Shelf Effectiveness Period: possible, but in no event later than one (1) Business Day, after the consummation, abandonment or public disclosure of the circumstances that caused the Company to suspend the use of the Mandatory Registration Statement (and the Prospectus relating thereto) pursuant to this Section 2(b), the Company will as promptly as possible lift any ------------ suspension, provide the Investors with revised Prospectuses, if required, and will notify the Investors of their ability to effect offers or sales of Registrable Shares pursuant to or in reliance upon the Mandatory Registration Statement. (c) It shall be a condition precedent to the obligations of the Company to register Registrable Shares for the account of an Investor pursuant to this Section 2 that such Investor furnish to the Company such information --------- regarding itself, the Registrable Securities held by it, and the method of disposition of such securities as shall be required by to effect the registration of such Investor's Registrable Securities. (d) In addition to (not in lieu of) any other rights or remedies the Investors may have under this Agreement and applicable law, file the parties hereto agree that the Investors will suffer damages, and that it would not be feasible to ascertain the extent of such damages with precision if, other than as permitted hereunder: (i) any of the Registration Statements required by this Agreement is not filed with the Commission a post-SEC on or prior to the date specified for such filing in this Agreement; (ii) any of such Registration Statements has not been declared effective amendment by the SEC on or prior to the Mandatory Shelf Effective Date; or (iii) any Registration Statement or prepare and, if required by applicable lawthis Agreement is filed and declared effective but thereafter ceases to be effective or fails to be usable for its intended purpose without cure in excess of the Suspension Period (each such event described in clauses (i) through (iii), file a supplement "Default Event"). The Company hereby agrees to pay to each Investor, for each day of the period commencing on and including the date the Default Event first occurs through and including the date such Default Event is cured, as liquidated damages for such Default Event and not as a penalty the amount (described below on a monthly basis) equal to the related Prospectus or a supplement or amendment product of (x) one percent (1%) of $0.50, multiplied by (y) the number of Registrable Shares held by such Investor as of the date such Default Event first occurs (the "Liquidated Damages"). All accrued Liquidated Damages shall be paid to any document incorporated therein Investors by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company by wire transfer of immediately available funds on the fifth (5th) day of each calendar month immediately following the month in which a Default Event occurs or is continuing; provided, however, that in no event will the amount of Liquidated Damages for any calendar month exceed $25,000 (excluding interest on any late payment of such Liquidated Damages). Any such payments shall file apply on a post-effective amendment to pro rata basis for any portion of a month in which a Default Event occurs and continues. Any late payments of such Liquidated Damages shall bear interest at a rate of one percent (1%) per month until paid in full. Following the Mandatory Shelf Registration Statementcure of all Default Events, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders accrual of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior Liquidated Damages with respect to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)occurrence will cease.

Mandatory Shelf Registration. (i) As soon as reasonably practicable following the date hereofSecond Closing, and no later than February 11September 30, 2015 2024 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its commercially reasonable efforts to prepare and file with the Commission SEC a registration statement of the Company (the “Mandatory Shelf Registration Statement Statement”) providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, 415 promulgated by the SEC pursuant to the Securities Act of all of the Mandatory Shelf Securities Shares issued to Purchasers pursuant to this Agreement (the “Mandatory Shelf Registration StatementSecurities”). The Mandatory Shelf Registration Statement shall be on Form S-1 S-3 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible ineligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 S- 1 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission SEC as soon as practicable after the Mandatory Shelf Filing Datefiling thereof. The Company shall use its commercially reasonable efforts to keep the Mandatory Shelf Registration Statement (or and any successor Mandatory Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, and (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of each Purchaser is able to sell the Mandatory Shelf Securities cease without restriction (including any volume limitation) pursuant to be Registrable Rule 144 promulgated under the Securities hereunder Act (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, . The Company will use commercially reasonable efforts to avoid the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare andissuance of or, if required by applicable lawissued, file a supplement to obtain the related Prospectus or a supplement or amendment to withdrawal of (i) any document incorporated therein by reference or file any other required document necessary to permit order suspending the Holders effectiveness of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under or (ii) any suspension of the qualification (or exemption from qualification) of any of the Mandatory Shelf Securities Act for sale in any jurisdiction, as promptly as is reasonably practicable; . For the avoidance of doubt, the term “Mandatory Shelf Securities” shall also include (2i) provide all of the Holders Second Closing Shares, if any, issued to the Purchasers at the Second Closing and (ii) any other securities issued or issuable in respect of the Mandatory Shelf Securities copies by way of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filingstock split, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)stock dividend, distribution, recapitalization, merger, exchange or similar event.

Mandatory Shelf Registration. (i) As The Company shall use its reasonable efforts to prepare and file with the Commission, as soon as practicable following the date hereof, and no later than February 11, 2015 ninety (90) days after the date hereof (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after on or before the date that is ninety (90) days the Mandatory Shelf Filing Date. Date of the filing (or, in the event of a “full review” by the Commission, the date that is one hundred twenty (120) days after the date of the filing).. The Company shall use its reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities sold or cease to be Registrable Securities hereunder and (B) one (1) year after the Effective Date (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1).

Mandatory Shelf Registration. (a) The Company agrees (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall to use its reasonable efforts to prepare and file a Shelf Registration Statement with the Commission SEC no later than 60 days after the closing of the Company’s IPO, subject to extension if the Company is bound by a lock-up agreement in connection with the Company’s IPO which restricts the filing of a Shelf Registration Statement in which event the Company will be required to use its reasonable efforts to file a Shelf Registration Statement within 30 days after the expiration of the lock-up period, (ii) to use its commercially reasonable efforts to cause such Shelf Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all the resale of the Mandatory Shelf Securities Registrable Shares to be declared effective by the SEC as promptly as practicable after such filing and (iii) to use commercially reasonable efforts to arrange for the “Mandatory Shelf Registration Statement”). The Mandatory Registrable Shares registered in such Shelf Registration Statement shall to be listed for trading on Form S-1 a national securities exchange as promptly as practicable after such filing. (or any equivalent or successor formb) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause maintain the Mandatory Shelf Registration Statement continuously effective in order to permit the Prospectus forming part thereof to be declared effective under the Securities Act usable by the Commission as soon as practicable after the Mandatory Shelf Filing Date. Holders. (c) The Company shall use its commercially reasonable efforts to keep maintain the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective ’s effectiveness under the Securities 1933 Act until the earlier first to occur of (Ai) the date when such time as all of the Mandatory Shelf Securities Registrable Shares covered by such Mandatory the Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment sold pursuant to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement pursuant to Rule 144 under the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file 1933 Act and (ii) the second anniversary after the closing of the Company’s IPO. (d) Notwithstanding any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law andprovision hereof, if the Company shall file agrees to use its commercially reasonable efforts to ensure that (i) any Shelf Registration Statement and any amendment thereto and any Prospectus forming part thereof and any supplement thereto complies, when filed, in all material respects with the 1933 Act and the rules and regulations thereunder, (ii) any Shelf Registration Statement and any amendment thereto does not, when it becomes effective, contain an untrue statement of a post-effective amendment material fact or omit to state a material fact required to be stated therein or necessary in order to make the Mandatory statements, in light of the circumstances under which they were made, not misleading and (iii) any Prospectus forming part of any Shelf Registration Statement, use its reasonable efforts and any supplement to cause such post-effective amendment Prospectus (as amended or supplemented from time to time), does not, when filed, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements, in light of the circumstances under which they were made, not misleading. The Company shall not permit any securities other than Registrable Shares to be declared effective under included in the Securities Act Shelf Registration Statement. The Company further agrees, if necessary, to supplement or amend the Shelf Registration Statement, as promptly as is practicable; (2required by Section 3(b) provide below, and to furnish to the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so supplement or amendment promptly after its being used or filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)SEC.

Mandatory Shelf Registration. As set forth in Section 4 of this Agreement, the Company agrees to (i) As soon as practicable following the date hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 referred to in clause (or any equivalent or successor formb) under of the Securities Act definition thereof and (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall ii) use its commercially reasonable efforts to cause the such Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon promptly as practicable after practicable; provided, however, that the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts have the right to keep defer causing the Commission to declare the Mandatory Shelf Registration Statement effective until up to sixty (or any successor Shelf Registration Statement60) continuously effective days after the completion of its pending initial public offering of its Common Stock under the Securities Act until IPO Registration Statement (the earlier of (A) “IPO”); and provided, further that the date when all of the Mandatory Shelf Securities covered by Company shall use its commercially reasonable efforts to ensure that such Mandatory Shelf Registration Statement have been soldshall become effective on, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less but no later than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such periodone Business Day after, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to date of the Mandatory Shelf Registration Statement or prepare andreferred to in clause (a) of the definition thereof. In lieu of the foregoing, if required by applicable lawat the Company’s option, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders shall have the right to include any and all Registrable Shares (including for the avoidance of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities doubt any Additional Shares) in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration StatementStatement referred to in clause (a) of the definition thereof, in which case the Company shall use its commercially reasonable efforts to cause such post-effective amendment Mandatory Shelf Registration Statement to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with by the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under filing; provided, however, that the Securities Act Company shall have the right to defer causing the Commission to declare such Mandatory Shelf Registration Statement effective until up to sixty (60) days after the completion of its pending IPO. The Mandatory Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering (provided, that such Underwritten Offering shall raise at least $20 million of gross proceeds and provided, further, that an Underwritten Offering of Registrable Shares in connection with a primary underwritten offering by the Company shall not be required to raise any amount of gross proceeds), a direct sale to purchasers, a sale through brokers or agents, or a sale over the Internet) by the Holders of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)and all Registrable Shares.

Mandatory Shelf Registration. (i) As The Company shall use its reasonable efforts to prepare and file with the Commission, as soon as practicable following the date hereof, and no later than February 11, 2015 sixty (60) days after the date hereof (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after on or before the date that is ninety (90) days the Mandatory Shelf Filing DateDate of the filing (or, in the event of a “full review” by the Commission, the date that is one hundred twenty (120) days after the date of the filing). The Company shall use its reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities sold or cease to be Registrable Securities hereunder and (B) one (1) year after the Effective Date (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1).

Mandatory Shelf Registration. (i) As soon as practicable following the date set forth in Section 4 hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its reasonable efforts agrees to prepare and file with the Commission or amend no earlier than the later of (i) May 29, 2007 and (ii) 10 days after the Company receives authorization from the U.S. Federal Regulatory Commission for the proposed application of the net proceeds of the Private Placement, a shelf Registration Statement on Form S-1 or such other form under the Securities Act then available to the Company providing for registration and resale, on a continuous or delayed basis the resale of any Registrable Shares pursuant to Rule 415, of all of 415 from time to time by the Mandatory Shelf Securities Holders (the a “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory such Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after the Mandatory filing. Any Shelf Filing DateRegistration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers or a sale through brokers or agents, which may include sales over the internet) by the Holders of any and all Registrable Shares. The Notwithstanding anything set forth in this Agreement, in the event that the Shelf Registration Statement is also being used to provide for the resale of November Registrable Shares and the Commission requires that the Shelf Registration Statement be amended in order to reduce the number of shares registered thereunder, any shares included in the Shelf Registration Statement shall be allocated first, to the November Registrable Shares, and second, to the Registrable Shares. In the case of any Registrable Shares not registered with the November Registrable Shares, the Company shall will, in a manner consistent with the November Agreement, use its commercially reasonable efforts to keep the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory another Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any take such other required document steps as necessary to permit provide for the Holders resale of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, Registrable Shares and use its commercially reasonable efforts to cause such post-effective amendment Registration Statement to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with by the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities soon as promptly as practicable possible after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)filing.

Mandatory Shelf Registration. (ia) As The Company agrees to file with the SEC as soon as practicable reasonably practicable, but in no event later than 90 calendar days following the date hereof, and no later than February 11, 2015 (a shelf Registration Statement on Form S-3 or such filing date, other form under the “Mandatory Shelf Filing Date”), Securities Act then available to the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Shareholder of any and all Registrable Shares, of all of which shelf Registration Statement shall be an “automatic shelf registration statement” as defined under Rule 405, if the Mandatory Shelf Securities Company is eligible to file such an automatic shelf Registration Statement (the “Mandatory Shelf Registration Statement”). The If the Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under is not automatically effective when filed with the Securities Act (or to the extent SEC, the Company is eligible agrees to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable SEC within three months after the Mandatory Shelf Filing Date. initial date of filing thereof. (b) The Company shall use its commercially reasonable efforts to keep cause the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) to remain continuously effective under the Securities Act until the earlier earliest of (A) the date when sale pursuant to a registration statement of all of the Registrable Shares covered by the Mandatory Shelf Securities Registration Statement, (B) the sale, transfer or other disposition pursuant to Rule 144 of all of the Registrable Shares covered by the Mandatory Shelf Registration Statement, (C) such time as the Registrable Shares covered by the Mandatory Shelf Registration Statement that are not held by Affiliates of the Company are, in the opinion of counsel to the Company, eligible for resale pursuant to Rule 144 so long as the Company is current in its 1934 Act reporting, if so required by Rule 144, (D) such time as all of the Registrable Shares covered by the Mandatory Shelf Registration Statement have been sold, sold to the Company or any of its subsidiaries or (BE) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% third anniversary of the total number effective date of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of . The Mandatory Shelf Registration Statement shall provide for the resale of Registrable Securities copies of any documents from time to filed time, and pursuant to Section 2(b)(ii)(1) a reasonable period any method or combination of time prior to such filingmethods legally available to, and use commercially reasonable efforts to address requested by, the Shareholder. The Company will pay all Registration Expenses incurred in each such document when so filed connection with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed registration pursuant to this Section 2(b)(ii)(1)1.

Mandatory Shelf Registration. (i) As soon as practicable following the date set forth in Section 4 hereof, and no later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), the Company shall use its reasonable efforts agrees to prepare and file with the Commission as soon as reasonably practicable but in no event later than 181 days from the date hereof (subject to an extension of up to 29 days if our board of directors determines, in good faith, that such extension is necessary or appropriate), a Registration Statement registration statement on Form S-11 or such other form under the Securities Act then available to the Company providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such registration statement) (such registration statement, of including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all of exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the Mandatory Shelf Securities (the “"Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form''). The Company shall use its commercially reasonable efforts to cause the such Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon promptly as practicable after following such filing, and for this purpose, the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts be entitled to keep consider the advice of the managing underwriter or underwriters of an initial public offering of the Common Stock which is then pending as to the effect that the effectiveness of the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under could reasonably be expected to have on the Securities Act until the earlier of (A) the date when all marketing of the Mandatory Shelf Securities covered by such initial public offering. Any Mandatory Shelf Registration Statement have been sold, (B) shall provide for the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such resale from time to time, and pursuant to any method or combination of methods legally available (C) including, without limitation, an Underwritten Offering or a sale through brokers or agents), by the date on which Holders of any and all of Registrable Shares. In the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to event the Mandatory Shelf Registration Statement is not filed with the Commission within 181 days from the date hereof (subject to an extension of up to 29 days if our board of directors determines, in good faith, that such extension is necessary or prepare andappropriate) (the "Trigger Date''), if required by applicable lawGSCP (NJ), file a supplement L.P. shall forfeit the base management fee it is entitled to receive pursuant to the related Prospectus or Management Agreement for a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit period commencing from and after the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to Trigger Date until the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment Statement is filed and the Company shall defer all incentive management fee payments to be declared effective under paid to GSCP (NJ), L.P. pursuant to the Securities Act as promptly as is practicable; (2) provide Management Agreement from and after the Holders of Trigger Date until the Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)Registration Statement is filed.

Mandatory Shelf Registration. (i) As soon as practicable following the date hereof, and no Not later than February 11, 2015 (such filing date, the “Mandatory Shelf Registration Filing Date”), if the Company has not already filed a Registration Statement in which Holders exercised their Piggyback Registration rights under Section 3(b) below and such Registration Statement has not been declared effective, the Company shall use its reasonable efforts to prepare and file with the Commission a shelf Registration Statement on Form S-3 or such other form under the Securities Act then available to the Company providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415, 415 from time to time by the Holders of any and all of Registrable Securities beneficially owned by the Mandatory Shelf Securities Holders (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible agrees to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable SEC within 90 calendar days after the Mandatory initial date of filing thereof. Except as may be provided herein, the Company shall have no right to withdraw the Shelf Filing Date. Registration Statement. (ii) The Company shall use its commercially reasonable efforts to keep cause the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) to remain continuously effective under the Securities Act until the earlier earliest of (A) the date when sale pursuant to a registration statement of all of the Mandatory Shelf Registrable Securities covered by the Shelf Registration Statement, (B) the sale, transfer or other disposition pursuant to Rule 144 of all of the Registrable Securities covered by the Shelf Registration Statement, (C) such Mandatory time as the Registrable Securities covered by the Shelf Registration Statement that are not held by Affiliates of the Company are, in the opinion of counsel to the Company, eligible for resale pursuant to Rule 144 without any limitations or restrictions, or (D) such time as all of the Registrable Securities covered by the Shelf Registration Statement have been sold, (B) sold to the date on which Company or any of its subsidiaries. The Shelf Registration Statement shall provide for the Non-Affiliated Holders own, in the aggregate, a number resale of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such Registrable Securities from time to time, and (C) the date on which all pursuant to any method or combination of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such periodmethods legally available to, the “Mandatory Shelf Effectiveness Period”)and requested by, any Holder. (iiiii) Without limiting Section 3, If the Company shall, as promptly as practicable during Majority Holders intend to distribute Registrable Securities under the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare andby means of an underwritten offering, if required by applicable lawthe Majority Holders will so advise the Company. In such event, file a supplement the Majority Holders will have the right to select one bookrunner for the offering, provided that such bookrunner is reasonably satisfactory to the related Prospectus or a supplement or amendment Company. The expenses and compensation of any underwriters in any underwritten offering pursuant to any document incorporated therein by reference or file any other required document necessary to permit the Shelf Registration Statement shall be the sole responsibility of the Holders of Mandatory Shelf whose Registrable Securities to deliver are included in any such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1).

Mandatory Shelf Registration. (i) As set forth in Section 4 hereof, the Company agrees to file with the Commission as soon as reasonably practicable following but in no event later than 270 days from the date hereof, and no later than February 11, 2015 (a Shelf Registration Statement on Form S-11 or such filing date, other form under the “Mandatory Shelf Filing Date”), Securities Act then available to the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such Shelf Registration Statement) (such registration statement, of including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all of the Mandatory Shelf Securities (exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the Mandatory such Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon promptly as practicable after following such filing, and for this purpose, the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts be entitled to keep consider the advice of the managing underwriter or underwriters of an initial public offering of the Common Stock which is then pending as to the effect that the effectiveness of the Shelf Registration Statement could reasonably be expected to have on the marketing of the initial public offering. Any Shelf Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available (including, without limitation, an Underwritten Offering, a sale through brokers or agents, or a sale over the internet) by the Holders of any and all Registrable Shares. In the event the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory Shelf Registration Statement have been sold, (B) the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file is not filed with the Commission within 270 days from the date hereof (the "Trigger Date"), Deerfield Capital shall forfeit the base management fee it is entitled to receive pursuant to the Management Agreement for a post-effective amendment to period commencing from and after the Trigger Date until the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if is filed and the Company shall file a post-effective amendment defer all incentive fee payments to be paid to Deerfield Capital pursuant to the Management Agreement from and after the Trigger Date until the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as Statement is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)filed.

Mandatory Shelf Registration. (i) As set forth in Section 4 hereof, the Company agrees to file with the Commission as soon as reasonably practicable following the date hereof, and of this Agreement (but in no event later than February 11, 2015 (such filing date, the “Mandatory Shelf Filing Date”), date that is 240 days after the Company shall use its reasonable efforts to prepare and file with date of the Commission Offering Memorandum) a shelf Registration Statement providing for registration and resale, on a continuous or delayed basis pursuant to Rule 415, of all of the Mandatory Shelf Securities (the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (S-1l or any equivalent or successor form) such other form under the Securities Act (or then available to the extent Company providing for the Company is eligible resale of the Registrable Shares pursuant to use Form S-3 Rule 415 from time to time by the Holders, including for the avoidance of doubt, any Additional Shares that are issued prior to the effectiveness of such Shelf Registration Statement (such registration statement, including the Prospectus, amendments and supplements to such registration statement or any equivalent Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or successor form or formsdeemed to be incorporated by reference, on Form S-3 or any comparable or successor formif any, in such registration statement, the "Shelf Registration Statement"). The Company shall use its commercially reasonable efforts to cause the Mandatory such Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon as practicable after following such filing and for this purpose, for a period of one year from the Mandatory Shelf Filing Date. The date hereof or for so long as FBR is the managing or co-lead underwriter of such initial public offering, the Company shall use its reasonable efforts be entitled to keep consider the Mandatory advice of the managing or co-lead underwriter or underwriters of an initial public offering of the Common Stock which is then pending as to the effect that the effectiveness of the Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under could reasonably be expected to have on the Securities Act until the earlier of (A) the date when all of the Mandatory Shelf Securities covered by such Mandatory initial public offering. Any Shelf Registration Statement have been sold, (B) shall provide for the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such resale from time to time, and (C) the date on which all of the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to the Mandatory Shelf Registration Statement or prepare and, if required by applicable law, file a supplement to the related Prospectus or a supplement or amendment pursuant to any document incorporated therein method or combination of methods legally available (including, without limitation, an Underwritten Offering, a direct sale to purchasers, a sale through brokers or agents, or sale over the Internet) by reference or file any other required document necessary to permit the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is practicable; (2) provide the Holders of Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)all Registrable Shares.

Mandatory Shelf Registration. (i) As set forth in Section 4 hereof, the Company agrees to file with the Commission as soon as reasonably practicable following but in no event later than 270 days from the date hereof, and no later than February 11, 2015 (a registration statement on Form S-11 or such filing date, other form under the “Mandatory Shelf Filing Date”), Securities Act then available to the Company shall use its reasonable efforts to prepare and file with the Commission a Registration Statement providing for registration and resale, on a continuous or delayed basis the resale pursuant to Rule 415415 from time to time by the Holders of any and all Registrable Shares (including for the avoidance of doubt any Additional Shares that are issued prior to the effectiveness of such registration statement) (such registration statement, of including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all of the Mandatory Shelf Securities (exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “Mandatory Shelf Registration Statement”). The Mandatory Shelf Registration Statement shall be on Form S-1 (or any equivalent or successor form) under the Securities Act (or to the extent the Company is eligible to use Form S-3 or any equivalent or successor form or forms, on Form S-3 or any comparable or successor form). The Company shall use its commercially reasonable efforts to cause the such Mandatory Shelf Registration Statement to be declared effective under the Securities Act by the Commission as soon promptly as practicable after following such filing, and for this purpose, the Mandatory Shelf Filing Date. The Company shall use its reasonable efforts be entitled to keep consider the advice of the managing underwriter or underwriters of an initial public offering of the Common Stock which is then pending as to the effect that the effectiveness of the Mandatory Shelf Registration Statement (or any successor Shelf Registration Statement) continuously effective under could reasonably be expected to have on the Securities Act until the earlier of (A) the date when all marketing of the Mandatory Shelf Securities covered by such initial public offering. Any Mandatory Shelf Registration Statement have been sold, (B) shall provide for the date on which the Non-Affiliated Holders own, in the aggregate, a number of shares of Common Stock which represents less than 1% of the total number of shares of Common Stock issued and outstanding at such resale from time to time, and pursuant to any method or combination of methods legally available (C) including, without limitation, an Underwritten Offering or a sale through brokers or agents), by the date on which Holders of any and all of Registrable Shares. In the Mandatory Shelf Securities cease to be Registrable Securities hereunder (such period, the “Mandatory Shelf Effectiveness Period”). (ii) Without limiting Section 3, the Company shall, as promptly as practicable during the Mandatory Shelf Effectiveness Period: (1) if required by applicable law, file with the Commission a post-effective amendment to event the Mandatory Shelf Registration Statement or prepare andis not filed with the Commission within 270 days from the date hereof (the “Trigger Date”), if required by applicable law, file a supplement Hyperion Crystal River shall forfeit the base management fee it is entitled to receive pursuant to the related Prospectus or Management Agreement for a supplement or amendment to any document incorporated therein by reference or file any other required document necessary to permit period commencing from and after the Holders of Mandatory Shelf Securities to deliver such Prospectus to purchasers of Mandatory Shelf Securities in accordance with applicable law and, if the Company shall file a post-effective amendment to Trigger Date until the Mandatory Shelf Registration Statement, use its reasonable efforts to cause such post-effective amendment Statement is filed and the Company shall defer all incentive management fee payments to be declared effective under paid to Hyperion Crystal River pursuant to the Securities Act as promptly as is practicable; (2) provide Management Agreement from and after the Holders of Trigger Date until the Mandatory Shelf Securities copies of any documents to filed pursuant to Section 2(b)(ii)(1) a reasonable period of time prior to such filing, and use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Holder of Mandatory Shelf Securities reasonably shall propose prior to the filing thereof; and (3) notify the Holders of Mandatory Shelf Securities as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to Section 2(b)(ii)(1)Registration Statement is filed.